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� ` GENERAL CONDITIONS
<br /> PROFESSIONAL SERVICES AGREEMENT
<br /> Agreement Date: Seotember 10 2004
<br /> Project: Lake Decamr Dam Rehabilitation Proiect
<br /> Decatur Illinois
<br /> 1. INVOICES: Chazges for services will be billed at least as or omission by HANSON. HANSON sha11 not be responsible for
<br /> frequendy as monrhly, and at the completion of the Project. any loss, damage or liability beyond the amounts, limits and
<br /> CLIENT shall compensate HANSON for any sales or value added condirions of such insurance. HANSON shall not be responsible for
<br /> ta�ces which apply to the services rendered under this agreement or any loss, damage or liability azising from any act or omission by
<br /> any addendum thereto. CLIENT shall reunburse HANSON for the CLIEN'T, its agents, staff, other consultants, independent
<br />, amount of such ta�ces in addirion to the compensation due for contractors, third parties or others working on the Project over
<br /> services. Invoices are delinquent if payment has not been received which HANSON has no supervision or control.
<br /> within 30 days from date of invoice. There will be an additional
<br /> chazge of 1 1/2 percent per momh compounded on amounts 6. LIMITATION OF LIABILIT'I': The Client understands that
<br /> outstanding more than 30 days. All time spent and expenses for the compensarion herein provided HANSON cannot expose itself
<br /> incurred(including attorney's fees)in connecrion with wllecrion of to liabiliries disproporuionate to the nature and scope of HANSON's
<br /> any delinquent amount wIl] be paid by CLIEN'T to HANSON per services or rhe compensauon payable to it hereunder. Therefore,
<br /> HANSON's current fee schedules. the CLIEN'I' agrees to lunit HANSON's liability to the CLIEN'I'
<br /> arising from HANSON's professional acts, errors or omissions,
<br /> 2. T'ERMINATION: This Agreement may be terminated by such that the toral aggregate liabIlity of HANSON shall not exceed
<br /> either party upon written notice. Any ternvnarion shall only be for $50,000 or HANSON's total fee for services rendered on this
<br /> good cause such as legal, unavailability of adequate financing or Project,whichever is less.
<br /> major changes in the scope of services. In the event of any
<br /> termination, HANSON will be paid for all services and expenses 7. ALITHORII'I'AND RESPONSIBILII'I': HANSON shall not
<br /> rendered to the date of terminadon on a basis of payroll cost times a guarantee the work of any Contractor or Subcontractor, shall have
<br /> multiplier of 3A (if not previously provided for)plus reimbursable no authority to stop work,shall have no supervision or control as to
<br /> expenses,plus reasonable termination expenses,including the cost of the work or persons doing the work, shall not have charge of the
<br /> complering analyses,records,and reports necessary to document job work,and shall not be responsible for safety in,on,or about the job
<br /> status at the time of termination. site or have any control of the safety or adequacy of any equipment,
<br /> building component, scaffolding, supports, forms or other work
<br /> 3. REUSE OF DOCLIMENTS: All documents including aids.
<br /> drawings, specifications, and electronic media ftunished by ',
<br /> HANSON pursuant to this Agreement aze instruments of its 8. MODIFICAT'ION TO THE AGREEMENT: CLIENT or
<br /> services. They are not intended or represented to be suitable for HANSON may, from time to time,request modifications or changes
<br /> reuse by CLIENT or others on extensions of this project,or on any in the scope of services to be performed hereunder. Such changes,
<br /> other project. Any reuse without specific written verificarion or including any increase or decrease in the amount of HANSON's
<br /> adaptadon by HANSON will be at CLIENT's sole risk,and without compensation, to which CLIEN'T and HANSON mutually agree
<br /> liabiliry to HANSON, and CLIENT shall indemnify and hold shall be incorporated in this Agreement by a written amendment to
<br /> harniless HANSON from all claims, damages, losses and expenses the Agreement.
<br /> including court costs and attorney's fees arising out of or resulting
<br /> therefrom. Any such verificarion or adaptarion will entide 9. GOVERNING LAW: This Agreement shall be govemed by
<br /> HANSON to further compensarion at rates to be agreed upon by and interpreted pursuant to the laws of the State of Illinois.
<br /> CLIENT and HANSON.
<br /> 10. RIGI3T OF ENTRY: CLIENT shall provide for HANSON's
<br /> 4. STANDARD OF CARE: Services performed by HANSON right to enter property owned by CLIENT and/or others in order for
<br /> under this Agreement wdl be conducted in a manner consistent with HANSON to fulfill the scope of services for this Project. CLIEN'I'
<br /> that level of care and skill ordinarily exercised by members of the understands that use of explorarion equipment may unavoidably
<br /> profession currendy practicing under similar condirions. No other cause some damage,the correction of which is not the responsibility
<br /> representadon expressed or implied,and no wazranty or guarantee is of HANSON.
<br /> included or intended in this Agreement, or in any report, opinion,
<br /> document,or otherwise. 11. UTILII'IES: CLIENT shall be responsible for designating the
<br /> location of all utility lines and subterranean structures within the
<br /> 5. GENERAL LIABILITI'INSURANCE AND LIMITATION: property line of the Project. CLIEN'I' agrees to waive any claim
<br /> HANSON is covered by general liability insurance for bodily injury against HANSON, and to defend, indemnify and hold harmless
<br /> and properry damage azising directly from its negligent acts or from any claim or liability for injury or loss azising from HANSON
<br /> omissions, with limits which HANSON considers reasonable. or other persons encountering utilities or other man-made objects
<br /> Certificates of insurance shall be provided to CLIENT upon request that were not called to HANSON's attention or wtrich were not
<br /> in writing. Within the lunits and conditions of such insurance, property located on plans furnished to HANSON. CLIENT further
<br /> HANSON agrees to indemnify and save CLIENT harmless from agrees to compensate HANSON for any time or expenses incutred
<br /> any loss,damage or liability arising d'uectly from any negligent act by HANSON in defense of any such claun, in accordance with
<br /> HANSON's prevaIling fee schedule and expense reimbursement
<br /> policy.
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<br /> HANSON
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